Follow the Filings → Glossary
Glossary
Every term used on this site, defined once. Regulatory terms quote the SEC's own form instructions; our measurements and labels are marked as ours.
Filings and filers
Form 4
The SEC's Statement of Changes in Beneficial Ownership, filed under Section 16(a) of the Securities Exchange Act of 1934 by a company's directors, officers and owners of more than 10% of a registered class of its equity securities. The form's instructions say it "must be filed before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed."
Form 4/A (amendment)
An amendment to a Form 4. Per the form's instructions, an amendment either adds lines or restates the complete lines being amended, with footnotes explaining the change. On this site an amended filing replaces the original filing page with a notice that links to the newer filing; nothing is deleted.
Forms 3 and 5
Form 3 is the initial statement of beneficial ownership a person files on becoming an insider; Form 5 is an annual statement. This site reads Form 4 and Form 4/A only.
Insider (reporting person)
The person who files the Form 4: a director, an officer, or an owner of more than 10% of a registered class of the company's equity securities. The form has a box for each relationship, plus "Other". Pages name the reporting person once, for attribution.
Issuer
The company whose securities the Form 4 reports, identified by name, ticker symbol and SEC CIK.
CIK
Central Index Key: the number the SEC assigns to every filer and company in EDGAR. Company pages are keyed by the issuer's CIK, so two companies that share a ticker symbol are never merged.
Accession number
The unique identifier EDGAR assigns to an accepted submission, in the form 0001234567-26-000123: the first ten digits identify the entity that submitted it (often a filing agent rather than the insider), the next two the year, and the last six a sequence number. Every filing page on this site lives at /filings/<accession number>, so the URL is also the citation.
SEC acceptance time
The date and time EDGAR accepted the submission, read from the filing's own header. Filing pages show it in U.S. Eastern Time next to the time we first saw the filing.
First seen
Our measurement: the moment Follow the Filings first read the filing, from the SEC's current-filings feed, its full-text search index or the nightly pass over the daily index. The acceptance-to-first-seen interval is printed on each filing page; the daily distribution is on /coverage.
Inside a Form 4
Table I
Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned: common stock and other non-derivative holdings. Follow the Filings reads and delivers Table I only.
Table II
Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities). Not delivered by this site; when an option is exercised, the shares received appear in Table I.
Transaction code
The one-letter code in column 3 of each line, defined in the form's General Instruction 8. The full list is below. Only codes P and S are open-market decisions; the rest are grants, exercises, tax withholding, gifts and other events.
Price (as filed)
The price per share reported on the line. When several trades are combined on one line, filers commonly report a weighted-average price and give the price range in a footnote. Pages show the price exactly as filed.
Shares owned after
Column 5, "Amount of Securities Beneficially Owned Following Reported Transaction(s)": the reporting person's holding after the line, as stated in the filing.
Direct (D) or indirect (I) ownership
Column 6 of Table I. Indirect holdings are described in column 7, "Nature of Indirect Beneficial Ownership" — for example "By Spouse" or "By X Trust". Direct and indirect holdings are reported on separate lines.
Rule 10b5-1 checkbox
Form 4 asks the filer to "indicate by check mark whether a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)" and to give the plan's adoption date (General Instruction 10). Our parser does not capture this checkbox yet, so filing pages say so and link to the filing.
Form 4 transaction codes
Verbatim from General Instruction 8 of SEC Form 4. On filing pages the code column carries a shortened form of the same wording.
| Code | Meaning |
|---|---|
| General transaction codes | |
| P | Open market or private purchase of non-derivative or derivative security |
| S | Open market or private sale of non-derivative or derivative security |
| V | Transaction voluntarily reported earlier than required |
| Rule 16b-3 transaction codes | |
| A | Grant, award or other acquisition pursuant to Rule 16b-3(d) |
| D | Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e) |
| F | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 |
| I | Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer securities |
| M | Exercise or conversion of derivative security exempted pursuant to Rule 16b-3 |
| Derivative securities codes (except for transactions exempted pursuant to Rule 16b-3) | |
| C | Conversion of derivative security |
| E | Expiration of short derivative position |
| H | Expiration (or cancellation) of long derivative position with value received |
| O | Exercise of out-of-the-money derivative security |
| X | Exercise of in-the-money or at-the-money derivative security |
| Other Section 16(b) exempt transaction and small acquisition codes | |
| G | Bona fide gift |
| L | Small acquisition under Rule 16a-6 |
| W | Acquisition or disposition by will or the laws of descent and distribution |
| Z | Deposit into or withdrawal from voting trust |
| Other transaction codes | |
| J | Other acquisition or disposition (describe transaction) |
| K | Transaction in equity swap or instrument with similar characteristics |
| U | Disposition pursuant to a tender of shares in a change of control transaction |
Our measurements and labels
Net open-market flow
The value of code P purchases minus the value of code S sales over the period shown: the 30 days up to the filing on filing pages, 90 days on company pages. Grants, exercises, tax withholding and gifts are shown but not counted as flow.
Cluster buy
Our label: 3 or more distinct insiders reported open-market purchases within a 10-trading-day window, and the net open-market flow over the whole period shown is positive. It appears only when the filed price passes our price check. The label is data, not a judgement.
Serial buying
Our label in the data feed: one reporting person's open-market purchases on 3 or more distinct trading days within a 10-trading-day window. Several lines filed for the same day count as one day.
Late filing
Our label: a Form 4 accepted by EDGAR more than two business days after the transaction date, counting business days and skipping U.S. federal holidays. It is a measurement, not a legal finding — the rules set a deemed execution date for some transactions (Rule 16a-3(g)).
Price check
The filed price is compared with the last market close on or before the trade date. A filing whose price falls outside 0.4–2.5× of that close is not published, because a price that far off is almost always a typo or a misplaced decimal in the filing.
Most ordinary explanation
Every pattern on this site is printed with its most common, unremarkable reading — for example, directors and officers adding to holdings in an open trading window after results are public. Form 4 does not state reasons, and this site does not infer them.
Registered-fund issuer
An issuer whose own SEC filing history shows it is a registered investment fund (for example N-CSR, N-PORT or 485BPOS filings). Filings at these issuers are kept in the data but excluded from pattern labels.
Reconciliation
Every morning each Form 4 and 4/A accession in EDGAR's daily index for the last ten business days is compared, accession by accession, with our processing ledger. The difference is published on /coverage; a day that does not reconcile fails our own pipeline job and stays listed until it is resolved.
Congress
Senate periodic transaction report (PTR)
A report of securities transactions filed by U.S. Senators and other covered Senate filers under the STOCK Act. The statute requires it "not later than 30 days after receiving notification of any transaction … but in no case later than 45 days after such transaction" (5 U.S.C. § 13105(l)). Amounts are disclosed as ranges, from $1,001–$15,000 upward; the largest range in our data so far is $5,000,001–$25,000,000. Any total we show is a labelled midpoint estimate. The House of Representatives is not covered.
Sources: SEC Form 4 and its General Instructions (sec.gov/files/form4.pdf) and 5 U.S.C. § 13105(l) for Senate reports. Our own definitions live in one code module and are identical on every page and in every feed. Spotted an error? Tell us.